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Stock-Based Compensation | 3 Months Ended
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Mar. 31, 2024
Share-Based Payment Arrangement [Abstract] |
Stock-Based Compensation | STOCK-BASED COMPENSATION The company has an equity incentive plan which reserved a total of 5.7 million shares of common stock for issuance pursuant to the plan, of which 2.2 million shares remain outstanding and available. The plan provides for shares, including options to purchase shares of common stock, stock appreciation rights tied to the value of common stock, restricted stock, performance share awards, and restricted and deferred stock unit awards, to be granted to eligible employees, non-employee directors and consultants. The company measures stock-based compensation at fair value on the grant date, with no adjustments for estimated forfeitures. The company records noncash compensation expense related to equity awards in its consolidated financial statements over the requisite period on a straight-line basis. Restricted Stock Awards and Deferred Stock Units The restricted non-vested stock awards and deferred stock units activity for the three months ended March 31, 2024 is as follows:
| Non-Vested Shares and Deferred Stock Units |  | Weighted- Average Grant- Date Fair Value |  | Weighted-Average Remaining Vesting Term (in years)
Non-Vested at December 31, 2023 | 607,894 |  |  | $ | 30.79 |  |  |
Granted | 403,466 |  |  | 20.31 |  |  |
Forfeited | (58) |  |  | 34.66 |  |  |
Vested | (313,492) |  |  | 29.31 |  |  |
Non-Vested at March 31, 2024 | 697,810 |  |  | $ | 25.40 |  |  | 2.3
Performance Share Awards On March 13, 2024, March 9, 2023, and March 14, 2022, the board of directors granted performance shares to be awarded in the form of common stock to certain participants of the plan. These performance shares vest based on the level of achievement of certain performance goals, including the incremental value achieved from the company’s high-protein initiatives, annual production levels and return on investment (ROI). Performance shares granted in 2024, 2023 and 2022 do not contain market based factors requiring a Monte Carlo valuation model. The performance shares were granted at a target of 100%, but each performance share can be reduced or increased depending on results for the performance period. If the company achieves the maximum performance goals, the maximum amount of shares available to be issued pursuant to the 2024, 2023 and 2022 awards are 1,077,144 performance shares which represents 200% of the 538,572 performance shares which remain outstanding. The actual number of performance shares that will ultimately vest is based on the actual performance targets achieved at the end of the performance period. On February 18, 2021, the board of directors granted performance shares to be awarded in the form of common stock to certain participants of the plan. The performance shares were granted at a target of 100%, but each performance share was reduced or increased depending on results for the performance period. On February 16, 2024, based on the criteria discussed above, the 118,673 2021 performance shares vested at 115%, which resulted in the issuance of 136,475 shares of common stock. The non-vested performance share award activity for the three months ended March 31, 2024 is as follows:
| Performance Shares |  | Weighted- Average Grant- Date Fair Value |  | Weighted-Average Remaining Vesting Term (in years)
Non-Vested at December 31, 2023 | 404,740 |  |  | $ | 30.51 |  |  |
Granted | 270,307 |  |  | 20.70 |  |  |
Vested | (136,475) |  |  | 26.22 |  |  |
Non-Vested at March 31, 2024 | 538,572 |  |  | $ | 26.67 |  |  | 2.2
Green Plains Partners Green Plains Partners had a long-term incentive plan (LTIP) intended to promote the interests of the partnership, its general partner and affiliates by providing unit-based incentive compensation awards to employees, consultants and directors to encourage superior performance. The LTIP reserved 2.5 million common limited partner units for issuance in the form of options, restricted units, phantom units, distribution equivalent rights, substitute awards, unit appreciation rights, unit awards, profit interest units or other unit-based awards. The partnership measured unit-based compensation related to equity awards in its consolidated financial statements over the requisite service period on a straight-line basis. As a result of the Merger, the LTIP units available for issuance were converted to 1.2 million shares available for issuance under the company's equity incentive plan. The non-vested unit-based awards activity for the three months ended March 31, 2024 is as follows:
| Non-Vested Units |  | Weighted- Average Grant- Date Fair Value |  | Weighted-Average Remaining Vesting Term (in years)
Non-Vested at December 31, 2023 | 18,549 |  |  | $ | 12.94 |  |  |
Vested (1) | (18,549) |  |  | 12.94 |  |  |
Non-Vested at March 31, 2024 | — |  |  | $ | — |  |  | 0.0
(1)Pursuant to the Merger Agreement, each of these awards became fully vested at the effective time of the Merger on January 9, 2024. Stock-Based Compensation Expense Compensation costs for the stock-based payment plan were $3.1 million and $2.8 million for the three months ended March 31, 2024 and 2023, respectively. At March 31, 2024, there was $26.0 million of unrecognized compensation costs from stock-based compensation related to non-vested awards. This compensation is expected to be recognized over a weighted-average period of approximately 2.3 years. The potential tax benefit related to stock-based payment is approximately 24.0% of these expenses.

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